AMERIPRIME ADVISORS TRUST
AMERIPRIME FUNDS
UNIFIED SERIES TRUST
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This code of ethics (this "Code") applies to the Principal Executive
Officer and Principal Financial Officer and those serving similar functions (the
"Covered Officers" each of whom is set forth in Exhibit A) of AmeriPrime
Advisors Trust, AmeriPrime Funds and Unified Series Trust (each a "Company") for
the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports
and documents that a Company files with, or submits to, the Securities
and Exchange Commission ("SEC") and in other public communications
made by a Company;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of this Code to an
appropriate person or persons identified in this Code; and
o accountability for adherence to this Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT
CONFLICTS OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interests interfere with the interests of, or the Covered Officer's
service to, a Company. For example, a conflict of interest would arise if a
Covered Officer, or a member of the Covered Officer's family, receives improper
personal benefits as a result of the Covered Officer's position with the
Company.
Certain conflicts of interest arise out of the relationships between
Covered Officers and a Company and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with a Company because of
their status as "affiliated persons" of the Company. This Code does not, and is
not intended to, repeat or replace any compliance programs and procedures of any
Company or the investment adviser designed to prevent, or identify and correct,
violations of the Investment Company Act and the Investment Advisers Act.
Although typically not presenting an opportunity for improper
personal benefit, conflicts arise from, or as a result of, the contractual
relationship between a Company and an investment adviser or the administrator of
which a Covered Officer is also an officer or employee. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their duties,
whether formally for a Company or the administrator, be involved in establishing
policies and implementing decisions that will have different effects on the
adviser or the administrator and the Company. The participation of the Covered
Officers in such activities is inherent in the contractual relationship between
a Company and the administrator and is consistent with the performance by the
Covered Officers of their duties as officers of the Company. Thus, if performed
in conformity with the provisions of the Investment Company Act, such activities
will be deemed to have been handled ethically. In addition, it is recognized by
each Company's Board of Trustees ("Board") that the Covered Officers may also be
officers or employees of one or more investment companies covered by other
codes.
Other conflicts of interest are covered by this Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under this Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interest of any Company.
Each Covered Officer must:
o not use personal influence or personal relationships improperly to
influence investment decisions or financial reporting by a Company
whereby the Covered Officer would benefit personally to the detriment
of the Company;
o not cause a Company to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Company;
o not use material non-public knowledge of portfolio transactions made
or contemplated for a Company to trade personally or cause others to
trade personally in contemplation of the market effect of such
transactions;
o report at least annually any affiliations or other relationships
related to conflicts of interest that the Company's Trustees and
Officers Questionnaire covers.
The Secretary of each Company shall be designated the Compliance
Officer of the Company, solely for purposes of this Code of Ethics.
There are some conflict of interest situations that should always be
discussed with the Compliance Officer of a Company, if material.
Examples of these include:
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o service as a director on the board of any public company;
o the receipt of any non-nominal gifts;
o the receipt of any entertainment from any company with which a Company
has current or prospective business dealings unless such entertainment
is business-related, reasonable in cost, appropriate as to time and
place, and not so frequent as to raise any questions of impropriety;
o any ownership interest in, or any consulting or employment
relationship with, any Company's service providers, other than its
principal underwriter, administrator or any affiliated person thereof;
and
o a direct or indirect financial interest in commissions, transaction
charges, soft dollar credits or spreads paid by a Company for
effecting portfolio transactions or for selling or redeeming shares
other than an interest arising from the Covered Officer's employment,
such as compensation or equity ownership.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to each Company.
o Each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about a Company to others, whether
within or outside the Company, including to the Company's directors
and auditors, and to governmental regulators and self-regulatory
organizations.
o Each Covered Officer should, to the extent appropriate within the
Covered Officer's area of responsibility, consult with other officers
and employees of each Company and of the advisers or the administrator
with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the Company
files with, or submits to, the SEC and in other public communications
made by the Company.
o It is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of this Code (or thereafter as applicable, upon becoming
a Covered Officer), affirm in writing to the Board that the Covered
Officer has received, read, and understands this Code;
o annually thereafter affirm to the Board that the Covered Officer has
complied with the requirements of this Code;
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o not retaliate against any other Covered Officer or any employee of a
Company or their affiliated persons for reports of potential
violations that are made in good faith; and
o notify the Compliance Officer promptly if the Covered Officer knows of
any violation of this Code. Failure to do so is itself a violation of
this Code.
The Compliance Officer is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority
to interpret this Code in any particular situation. However, any approvals
or waivers sought by a Covered Officer will be considered by the Audit
Committee (the "Committee"), which will make recommendations to the Board.
Each Company will follow these procedures in investigating and
enforcing this Code:
o the Compliance Officer for the Company will take all appropriate
action to investigate any potential violations reported to the
Compliance Officer;
o the Compliance Officer will review with the outside legal counsel to
the Company the findings and conclusions of such investigation;
o if, after such investigation and review, the Compliance Officer
believes that no violation has occurred, the Compliance Officer is not
required to take any further action;
o any matter that the Compliance Officer believes is a violation will be
reported to the Committee;
o if the Committee concurs that a violation has occurred, it will inform
and make a recommendation to the Board, which will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures (including
changes to this Code); notification of the violation to appropriate
personnel of the investment adviser or the administrator or its board;
or a recommendation to take disciplinary action against the Covered
Officer, which may include, without limitation, dismissal;
o the Board will be responsible for granting waivers, as appropriate;
and
o any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules on Form N-CSR.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by each Company
for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Each Company's and its
investment advisers' and underwriters codes of ethics under Rule 17j-1 under the
Investment Company Act are separate requirements applying to the Covered
Officers and others, and are not part of this Code.
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VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of the Board, including a majority of
independent trustees.
VII. CONFIDENTIALITY
To the extent possible, all records, reports and other information
prepared, maintained or acquired pursuant to this Code will be treated as
confidential, it being understood that it may be necessary or advisable, that
certain matters be disclosed to third parties (E.G., to the board of directors
or officers of the adviser or the administrator).
VIII. INTERNAL USE
This Code is intended solely for the internal use by each Company and
does not constitute an admission, by or on behalf of the Company, as to any
fact, circumstance, or legal conclusion.
Adopted July 21, 2003
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EXHIBIT A
Persons Covered by this Code of Ethics
Timothy Ashburn
Thomas Napurano
Anthony Ghoston
Ismael Lopez
Carol Highsmith
EXHIBIT B
AMERIPRIME ADVISORS TRUST
AMERIPRIME FUNDS
UNIFIED SERIES TRUST
COVERED OFFICER AFFIRMATION OF UNDERSTANDING
In accordance with Section IV of the Code of Ethics for Principal Executive and
Senior Financial Officers (the "Code"), the undersigned Covered Officer of the
Company (as defined in the Code) hereby affirms to the Board that the Covered
Officer has received, read, and understands the Code.
Date: ___________________ ___________________________________
Covered Officer
EXHIBIT C
AMERIPRIME ADVISORS TRUST
AMERIPRIME FUNDS
UNIFIED SERIES TRUST
COVERED OFFICER ANNUAL AFFIRMATION
For the period July 1, 2003 to May 31, 2004
In accordance with Section IV of the Code of Ethics for Principal Executive and
Senior Financial Officers (the "Code"), the undersigned Covered Officer of the
Company (as defined in the Code) hereby affirms to the Board that the Covered
Officer, at all times during the period for which this affirmation is given, has
complied with each of the requirements of the Code.
Date: ___________________ __________________________________
Covered Officer